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BALTIC AMERICAN 
SOCIETY 



INCORPORATED 



Certificate of Incorporation 
and By-Laws 




15 PARK ROW 

NEW YORK 

1922 



./ 






LIBRARY OF CONQR^^S 

RECEIVED 

DOOU^i!^f S DIVISION 



Baltic American Society 

INCORPORATED 

A society organized by the American friends of Lithuania, 
Latvia and Esthonia — dedicated to create and maintain between 
the peoples of these Baltic Republics and the people of the 
United States a lasting friendship based upon recognition of 
their common democratic ideals, upon mutual understanding 
of their national achievements and aspirations and upon co- 
operative effort to develop international trade. 

OFFICERS FOR 1922 
Honorary Presidents 
Hon. Voldemar Carneckis, Representative of Lithuania 
Hon. Charles L. Seya, Representative of Latvia 
Mr. Hans Leoke, Acting Consul for Esthonia 
President, Robert J. Caldv^ell 
Vice-President, Stephen P. Duggan 
Secretary, Alfred C. Bossom 
Treasurer, George Gordon Battle 
Executive Director, Matilda Spence 

EXECUTIVE COMMITTEE 
Hamilton Holt, Chairman Rev. Conrad Klemmer 

Harold H. Bender Arthur B. Lule 

Julius J. Bielskis James G. McDonald 

Robert J. Caldwell Matilda Spence 

DIRECTORS 

The Executive Committee 
and 
Jean H. Caldwell Rowland B. Mahany 

Hon. Walter Chandler George Foster Peabody 

Dr. John Eiman Arthur Ruhl 

John H. Finley Dr. Peter Speek 

William C. Grace Wm. J. Schieffelin 

Rev. Jonas Jakaitis P. S. Villmont 

Sen. Wm. H. King Ernest Wollrath 

FINANCIAL NOTE 

This Society is supported entirely by contributions and mem- 
bership dues. 



CERTIFICATE OF INCORPORATION 

OF 

BALTIC AMERICAN SOCIETY 

INCORPORATED 



WE, the undersigned, all being persons of full age and at 
least two-thirds citizens of the United States and at least one 
a resident of the State of New York, desiring to form a cor- 
poration pursuant to Section 40 of the Membership Corpora- 
tion Law, do hereby make, execute and acknowledge this cer- 
tificate as follows : 



First: The name of the proposed corporation is to be 
"BALTIC AMERICAN SOCIETY, INC." 

Second: The particular objects for which the corporation 
is to be created are as follows : 

(a) To develop a firm friendship between the peoples of 
the Baltic Republics — Lithuanians, Latvians and Esthonians — 
and the people of the United States of America ; 

(b) To spread knowledge of the cultural development and 
aspirations of the Baltic peoples in the United States of America ; 

(c) To promote mutual economic, commercial and educa- 
tional ties between the respective countries ; 

(d) To collect funds, by means of voluntary subscriptions, 
dues, contributions, entertainments, or any other means per- 
m.itted by the membership Corporations Law and forward or 
transmit such funds to the States named in this instrument 
and for the furtherance of the purposes herein set forth ; 

(e) To establish and maintain a general committee with 
headquarters in New York, which committee shall have charge 
of the collection of funds for the purposes enumerated in this 
charter. 



Third: The territory in which the operations of this cor- 
poration are to be principally conducted is the City of New 
York, in the State of New York, United States, Canada, Lithu- 
ania, Latvia and Esthonia, and the principal office is to be 
located in the Borough of Manhattan, City of New York, 
State of New York. 



Fourth: The number of Directors is to be twenty-two, sub- 
ject to any change not inconsistent with the Membership Cor- 
porations Law. 

Fifth : The names and Post Office Addresses of the per- 
sons to act as its Directors until the First Annual Meeting 
are as follows : 



Names 
Harold H. Bender, 
George Gordon Battle, 
Julius J. Bielskis, 

Jean H. Caldwell, 
Robert J. Caldwell, 
Hon. Walter Chandler, 
Stephen P. Duggan, 
Dr. John Eiman, 
John H. Finley, 

William C. Grace, 
Hamilton Holt, 
Rev. Jonas Jakaitis, 

Hans Leoke, 

Rev. Conrad Klemmer, 
Arthur B. Lule, 

Rowland B. Mahany, 
James G. McDonald, 
Wm. J. Schiefifelin, 
Dr. Peter Speek, 

Matilda Spence, 
P. S. Villmont, 
Ernest Wollrath, 



Post Office Addresses 
Princeton University, Princeton, N. J. 
38 Wall Street, New York City. 
Lithuanian Consulate, 38 Park Row, 

New York City. 
85 Riverside Drive, New York City. 
15 Park Row, New York City. 
U. S. Congress, Washington, D. C. 
419 Wesit 117th Street, New York City. 
39th & Filbert Street, Philadelphia, Pa. 
New York Times, Times Square, 

New York City. 
21 West 43rd Street, New York City. 
160 West 73rd Street, New York City. 
41 Providence Street, Worcester, 

Mass. 
Esthonian Consulate, 38 Park Row, 

New York City. 
Bogota, New Jersey. 
Latvian Consulate, 38 Park Row, 

New York City. 
Bond Building, Washington, D. C. 
3 West 29th Street, New York City. 
170 William Street, New York City. 
Congressional Library, Washington. 

D. C. 
15 Park Row, New York City. 
100 Fifth Avenue, New York City. 
139 Beaver Street, Waltham, Mass. 



Sixth : The time for holding the Annual Meeting of the 
Corporation shall be the second Tuesday in May in each year. 



In Witness Whereof we have made and signed this certifi- 
cate and have hereunto set our hands and seals the 29th day 
of July, 1922. 

GEORGE GORDON BATTLE 
JULIUS J. BIELSKIS 
ROBERT J. CALDWELL 
JOHN ,H. FINLEY 
WILLIAM C. GRACE 
HANS LEOKE 
ARTHUR B. LULE 

JAMES G. McDonald 

MATILDA SPENCE 



UNITED STATES OF AMERICA, 
STATE OF NEW YORK, 
COUNTY OF NEW YORK, 
ss. : 

On this 29th day of July, 1922, before me personally appeared 
Matilda Spence, Julius J. Bielskis, Arthur B. Lule, Hans Leoke, 
James G. McDonald, George Gordon Battle, Robert J. Caldwell, 
John H. Finley, William C. Grace, personally known and known 
to me to be the individuals described herein, and who executed 
the foregoing instrument and they severally duly acknowledged 
to me that they executed the same for the uses and purposes 
therein mentioned. 

HENRY E. WACKER 

Notary Public. 

New York County Clerk's No. 418 
New York County Register's No. 8408 
Commission expires March 30, 1928 



BY-LAWS OF 
BALTIC AMERICAN SOCIETY 

INCORPORATED 



ARTICLE I. 

Objects. 

The objects of the Society shall be as set forth in the Cer- 
tificate of Incorporation. 

ARTICLE II. 

Members and Dues. 

Section I. Membership in the Society shall consist of the 
following classes and the various classes of members shall pay 
dues as follows : 

(a) Honorary members, who shall pay no dues. 

(b) Founders, who shall be the persons executing the Cer- 
tificate of Incorporation. 

(c) Patrons, who shall pay the sum of $500 upon their 
election to membership and shall thereafter be exempt from 
the payment of all dues. 

(d) Life members, who shall pay $100 on their election to 
membership and shall thereafter be exempt from all payment 
of dues. 

(e) Associate members who shall pay dues of $25 per year. 

(f) Annual members, who shall pay dues of $10 per year. 

(g) Contributing members, who shall pay dues of $5.00 per 
year. 

Sec. 2. Annual members shall be entitled to vote at any meet- 
ing of the Society but shall not be eligible for election to the 
Board of Directors. 

Sec. 3. Contributing members shall not be entitled to vote at 
any meeting of the Society nor shall they be eligible to election 
to the Board of Directors. 

Sec. 4. Members shall be elected by a majority vote of the 
Executive Committee at any regular or special meeting of the 
Executive Committee. 

Sec. 5. Any member may be expelled for conduct prejudicial 
to the best interests of the Society, by a vote of two-thirds 
of all the directors at any regular or special meeting of the 
Board, provided, however, that no member shall be expelled 

5 



unless a written copy of the charges against him shall have 
been mailed to him at his last known address with notice that 
a hearing will be had before the Board of Directors for such 
charges not less than two weeks after the mailing of such notice. 
Upon such hearing the member shall be allowed to appear in 
person and produce any evidence he so desires in contradiction 
of such charges, subject to such rules and regulations as the 
Board of Directors may prescribe. 

ARTICLE III. 

Meetings of Members. 

Section 1. The annual meeting of the members of the Society 
shall be held on the second Tuesday in May in each year for 
the purpose of electing directors and transacting such other 
business as may properly come before the meeting. Special 
meetings of the members may be called at any time by the 
President, by the Board of Directors and the Executive Com- 
mittee, or at the request of twenty-five voting members of the 
Society. 

Sec. 2. Notice of any meeting of members shall be mailed 
to each member at his last known address at least two weeks 
before the date set for the meeting. 

Sec. 3. At least one-third of the voting members shall be 
necessary to constitute a quorum, provided, however, that if 
the membership is in excess of thirty members, ten members 
shall be sufficient to constitute a quorum at any meeting of 
members. 

Sec. 4. Meetings of the members shall be held at such place 
as the Board of Directors may describe. 

ARTICLE IV. 

Board of Directors and Executive Committee. 

Section 1. The business and affairs of the Society shall be 
managed by a Board of twenty-two directors. 

Sec. 2. At each annual meeting of members, twenty-two 
directors shall be elected to serve for a term of one year or 
until their successors are elected. 

Sec. 3. The annual meeting of the Board of Directors shall 
be held immediately following the annual meeting of members. 
Special meetings shall be held on the call of the President or 
the Executive Committee or on request of at least three directors. 

Sec. 4. One-third of the directors shall constitute a quorum 
at any meeting for the transaction of business. 



Sec. 5. The Board of Directors shall in each year elect from 
the directors an Executive Committee to consist of seven mem- 
bers, of which committee the President shall be an ex officio 
member. All the powers of the Board of Directors when not 
in session shall be vested in and may be exercised by the Execu- 
tive Committee. All action by the Executive Committee shall 
be reported to the Board of Directors at the meeting succeeding 
such action. 

Sec. 6. Notice of any regular or special meeting of the 
Directors or the Executive Committee shall be given by oral, 
telegraphic or written notice served or sent or mailed to each 
member not less than two days before such meeting. 

Sec. 7. The Executive Committee may appoint such commit- 
tees as may be considered advisable and define the duties and 
functions of such committees. 

ARTICLE V. 

Officers. 

Section 1. The Board of Directors at each annual meeting 
shall elect a President, one or more Vice-Presidents, a Treasurer, 
a Secretary, an Executive Director, and such other officers as 
they may consider advisable. 

Sec. 2. The President. The President shall have general 
charge and supervision of the affairs of the Society and shall 
perform all duties usually pertaining to the office of the Presi- 
dent, subject to the direction of the Board of Directors and 
the Executive Committee. 

Sec. 3. The Vice-President. In the ab-ence or inability to 
act of the President the Vice-President shall assume and per- 
form the duties of the President. In the event of the absence 
or inability of the Vice-President so to act the duties of the 
President shall be performed by such officer as may be desig- 
nated by the Board of Directors or the Executive Committee. 

Sec. 4. The Treasurer. The Treasurer shall have the care 
and custody of the funds and securities of the Society and 
shall deposit the same under the direction of the Board of 
Directors or the Executive Committee. He shall keep proper 
books of account and shall perform the duties usually pertaining 
to the office of Treasurer. 

Sec. 5. The Secretary shall be the custodian of the records 
and minutes of the Society and shall perform all the duties 
incident to the office of Secretary. 

Sec. 6. Executive Director. The Executive Director shall 
have charge of the offices of the Society and shall be the active 



managing agent of the Society subject to the control of the 
Board of Directors or the Executive Committee. The Executive 
Director shall receive such reasonable compensation for his 
services as may be determined from time to time by the Board 
of Directors or the Executive Committee. 

ARTICLE VI. 
Funds, Contracts and Appropriations. 
Section 1. All funds of the Society shall be deposited in a 
separate account in the name of the Society and shall be with- 
drawn only upon checks, drafts, or orders signed by the Presi- 
dent or Treasurer and the Executive Director, provided that a 
.petty cash fund not exceeding $100 may be placed in the hands 
of the Executive Director, who shall deposit the same in a 
separate account in the name of the Society, subject to with- 
drawal by checks signed by the Executive Director for the 
payment of such incidental current expenses of the Society. 
The Executive Director shall on the first day of each month 
submit to the President and the Treasurer an itemized state- 
ment of all moneys received and paid out by him during the 
preceding month. 

Sec. 2. All funds paid to or received for the Society shall 
be turned over to the Treasurer and deposited by him in the 
Society's bank account. 

Sec. 3. No officers or agents of the Society shall have author- 
ity to enter into any contract, make any disbursements, or pay 
any debts exceeding the sum of $150 unless duly authorized by 
resolution of the Board of Directors or the Executive Committee. 

ARTICLE VII. 

Office. 

The principal office of the Society shall be located in the 

Borough of Manhattan, City of New York. Offices may also 

be maintained in such other places as may be designated by 

the Board of Directors or the Executive Committee. 

ARTICLE VIII. 
Branches. 
Branches of the Society in other cities may be organized by 
the Board of Directors. 

ARTICLE IX. 
Amendments. 
The By-Laws of the Society may be altered, amended or re- 
pealed at any meeting of the directors or the Executive Corn- 
mittee or at any meeting of members at which a quorum is 
present by a majority vote, provided that notice of the proposed 
alteration, amendment or repeal shall have been given in the 
notice of such meeting. 



LIBRARY OF CONGRESS 

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